Settlement; Compromise Clause Samples
The 'Settlement; Compromise' clause establishes the terms under which parties to a contract may resolve disputes or claims by mutual agreement, rather than through litigation or arbitration. Typically, this clause outlines the procedures for negotiating settlements, including any required approvals or documentation, and may specify whether settlements require the consent of all parties or just certain stakeholders. Its core practical function is to provide a structured, efficient mechanism for resolving disagreements, thereby minimizing the costs, time, and uncertainty associated with formal dispute resolution processes.
Settlement; Compromise. An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such Proceeding. An Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding.
Settlement; Compromise. Any settlement or compromise made or caused to be made by the Indemnified Party (unless the Indemnifying Party has the exclusive right to settle or compromise under clause (b) of Clause 10.2) or the Indemnifying Party, as the case may be, of any Third Party Claim shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final order or ruling had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no liability, restriction or Loss of any kind or nature shall be imposed on the Indemnified Party or the Indemnifying Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. CLAUSE
Settlement; Compromise. Notwithstanding anything herein to the contrary, so long as no Default or Event of Default shall have occurred and be continuing and provided the Indemnified Claim does not involve the potential imposition of criminal liability upon such Indemnified Person, no Indemnified Person may compromise or settle any Indemnified Claim involving such Indemnified Person, the defense of which such Indemnified Person has assumed, other than at such Indemnified Person’s own expense, without CSSW Parent’s and the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided that in no event shall CSSW Parent, the Borrower or any of their respective Affiliates be required, in connection with the compromise or settlement of any Indemnified Claim by an Indemnified Person, to admit any guilt, culpability or complicity, or incur any civil or criminal liability, without the prior written consent of CSSW Parent, the Borrower or such Affiliate of the Borrower, as the case may be, which consent may be granted, conditioned or withheld in such Person’s sole discretion. CSSW Parent and the Borrower further agrees it will not, without the prior written consent of the affected Indemnified Persons, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability and obligations that are the subject matter of such action.
Settlement; Compromise. Landlord shall not settle or compromise any Taking or other governmental action creating a right to compensation in Tenant as provided in this Article XII, and any such right to settle or compromise shall be solely exercisable by Tenant or a Recognized Mortgagee.
Settlement; Compromise. An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Action for which indemnification is sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such pending or threatened Action; provided, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third-Party Claim on a basis that would result in (i) injunctive or other nonmonetary relief against the Indemnified Party, including the imposition of a Governmental Order that would restrict the future activity or conduct of the Indemnified Party or (ii) a finding or admission of fault or misconduct by the Indemnified Party. An Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Action for which indemnification is sought hereunder.
Settlement; Compromise. An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such Proceeding. An Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding.
Settlement; Compromise. When a Participating Entity wishes to pay or settle a claim or lawsuit in excess of its retained limit amount it must submit a written request for withdrawal of monies from the FUND to the Designated Representative of Clark County. Such requests may be made regardless of whether or not the governing body of the Participating Entity has first acted on the claim. Upon receipt of a request to pay a claim based upon settlement, the Designated Representatives shall meet and vote whether to approve the request and, if approved, what amount shall be paid from the FUND. A majority of the Designated Representatives shall constitute a quorum for all purposes.
Settlement; Compromise. An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Litigation unless such settlement, compromise or consent (i) by its terms only involves payment of monetary damages, (ii) obligates the Indemnifying Party to pay the full amount of such liability, and (iii) includes an unconditional release of the Indemnified Party from all liability arising out of such pending or threatened Litigation. An Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Litigation.
Settlement; Compromise. Notwithstanding any other provision of this Agreement, an Indemnifying Party will not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Third-Party Claim for which indemnification is sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such pending or threatened Action and would not result in a finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, or other equitable relief upon the Indemnified Party. An Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Action for which indemnification is sought hereunder.